UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB**

**(Mark One)**

**[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE PERIOD ENDED September 30, 2001**

OR

**[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934**

**FOR THE TRANSITION PERIOD**From ________________ to _______________

Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Utah								870305395

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)T2P-0M2

(Zip Code)

(403) 269-5369

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for  such shorter periods that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court.  Yes
No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.

Common stock, No par value ­ 21,502,300 shares as of November 19, 2001

Index

**Carmina Technologies Inc. and Subsidiaries**

****Part I. Financial Information

Item  1.  Interim financial statements

Item  2.  Management's Plan of Operations



Part II. Other Information

Item   6.   Exhibits and Reports on Form 8-K



Signatures

****

**Part I. Financial Information**

Item 1. ­ Interim Financial Statements

The following consolidated interim financial statements for the three and nine months ended September 30, 2001 are filed as
part of this report:

- Consolidated balance sheets ­ September 30, 2001(unaudited) & December 31, 2000

- Consolidated interim statements of income (unaudited) ­ three & nine months ended Sept. 30, 2001/2000

­ from inception on May 7, 1999 through Sept. 30, 2001

- Consolidated interim statements of comprehensive loss (unaudited) ­ three & nine months ended Sept. 30,
2001/2000

­ from inception on May 7, 1999 through Sept.30, 2001	  - Consolidated interim statement of stockholders' equity (deficit)  (unaudited) ­ nine months ended Sept. 30, 2001

- Consolidated interim statements of cash flow (unaudited) ­ nine months ended Sept. 30, 2001/2000

­ from inception on May 7, 1999 through Sept. 30, 2001

- Notes to consolidated interim financial statements (unaudited) ­ September 30, 2001



Item 2. ­ Management's Plan of Operation

During the third quarter of 2001 development of the Company's Gate Commander Internet appliance reached the stage where
the development of related products designed for specific applications of the technology can proceed.  To date two potential
customers for specific applications have been identified.  Discussions with potential marketers are continuing.

The Company has entered into an agreement with Libaric Inspection Technologies Inc. to acquire up to a 40% interest in
Assured Performance Monitoring Inc. (APM), which has acquired and intends to expand Libaric's Pest Assure pest control
business and develop the technology for other applications.  These applications will be primarily orientated towards field
services for which it is critical to monitor and confirm execution for financial, liability or regulatory reasons.  The technology
will provide clients with a comprehensive program covering planning/scheduling, execution, monitoring, proof of delivery and
reporting on the delivery of their services.  With the current heightened awareness of the need for security, APM is experiencing
a receptive market for its services.  The Company has the right to increase its interest in APM by purchasing additional equity.

During the next twelve months the Company plans to complete development of its GC2000 server appliances designed for
specific applications and to build the business of APM.  Management shareholder who control options and warrants of the
Company have made oral representations that they will exercise sufficient warrants and options to provide cash required for
these projects.  Additional capital may also be raised through the sale of common stock.  No purchase of plant or significant
equipment nor changes in the number of employees is anticipated in the next twelve months.

**Part II. Other Information**

Item 6. ­ Exhibits and Reports on form 8-K

(a)	 No Exhibits

(b)	 Form 8-K - n/a

Carmina Technologies Inc. 10-QSB (November 1, 2001)

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Carmina Technologies, Inc. (Registrant)

Dated: November 19, 2001 By /s/ John M. Alston, President	By /s/ Glen R. Alston, Chief Financial Officer****

**Exhibit 1**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARY**

**(A Development Stage Company)**

**CONSOLIDATED INTERIM FINANCIAL STATEMENTS**

**September 30, 2001**

**C O N T E N T S**

Consolidated Balance Sheets 	 3

Consolidated Interim Statements of Operations	 4

Consolidated Interim Statements of Comprehensive Loss	 5

Consolidated Interim Statements of Stockholders' Equity (Deficit)	 6

Consolidated Interim Statements of Cash Flows	 7

Notes to the Consolidated Interim Financial Statements	 8 - 14

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Balance Sheet

|                                                                                                                              |   | September 30,
2001
(unaudited) |   | December 31,
2000
|----------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------ | - | -----------------
|CURRENT ASSETS                                                                                                                |   |                                |   |                  
|Cash                                                                                                                          | $ | 3,362                          | $ | 2,796            
|Accounts receivable                                                                                                           |   | 45                             |   | ­                
|Tax refund receivable                                                                                                         |   | 7,514                          |   | 8,805            
|                                                                                                                              |   |                                |   |                  
|Total Current Assets                                                                                                          |   | 10,921                         |   | 11,601           
|                                                                                                                              |   |                                |   |                  
|OTHER ASSETS                                                                                                                  |   |                                |   |                  
|Due from related party (Note 1 (b))                                                                                           |   | --                             |   | 16,257           
|Investment in shares (Note 1 (d))                                                                                             |   | 31,676                         |   | ­                
|Advances (Note 1 (c))                                                                                                         |   | 215,394                        |   | 26,664           
|Marketable securities (Note 1 (a))                                                                                            |   | 60,936                         |   | 594,835          
|Securities receivable                                                                                                         |   | --                             |   | 20,204           
|                                                                                                                              |   |                                |   |                  
|Total Other Assets                                                                                                            |   | 308,006                        |   | 657,960          
|                                                                                                                              |   |                                |   |                  
|PROPERTY AND EQUIPMENT                                                                                                        |   | 1,910                          |   | 2,051            
|                                                                                                                              |   |                                |   |                  
|TOTAL ASSETS                                                                                                                  | $ | 320,837                        | $ | 671,612          
|                                                                                                                              |   |                                |   |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                               
|                                                                                                                              |   |                                |   |                  
|CURRENT LIABILITIES                                                                                                           |   |                                |   |                  
|                                                                                                                              |   |                                |   |                  
|Accounts payable                                                                                                              | $ | 67,689                         | $ | 32,424           
|Due to related party (Note 1 (b))                                                                                             |   | 386,319                        |   | 73,412           
|Accrued expenses                                                                                                              |   | 2,500                          |   | 4,500            
|                                                                                                                              |   |                                |   |                  
|Total Current Liabilities                                                                                                     |   | 456,508                        |   | 110,336          
|                                                                                                                              |   |                                |   |                  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                                                |   |                                |   |                  
|                                                                                                                              |   |                                |   |                  
|Common stock: 40,000,000 shares authorized no

par value, 21,502,300 shares and 20,502,300issued and outstanding respectively |   | 1,939,232                      |   | 1,092,232        
|1,000,000 shares to be issued                                                                                                 |   | ­                              |   | 625,000          
|Cumulative translation adjustment                                                                                             |   | (13,006)                       |   | (17,722)         
|Deficit accumulated during the development stage                                                                              |   | (2,061,897)                    |   | (1,138,234)      
|                                                                                                                              |   |                                |   |                  
|Total Stockholders' Equity (Deficit)                                                                                          |   | (135,671)                      |   | 561,276          
|                                                                                                                              |   |                                |   |                  
|TOTAL LIABILITIES                                                                                                             |   |                                |   |                  
|AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                            | $ | 320,837                        | $ | 671,612          

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Operations

(Unaudited)

|                                      |      | For the Three Months Ended
September 30, |      | For the Nine Months Ended

September 30, |   | From
Inception on
May 7, 99
through
September
30, 2001
|------------------------------------- | ---- | ---------------------------------------- | ---- | ---------------------------------------- | - | ------------------------------------------------------
|2001                                  | 2000 | 2001                                     | 2000
|REVENUES                              | $    | --                                       | $    | --                                       | $ | --                                                    
|                                      |      |                                          |      |                                          |   |                                                       
|COST OF GOODS SOLD                    |      | ­                                        |      | ­                                        |   | ­                                                     
|                                      |      |                                          |      |                                          |   |                                                       
|GROSS PROFIT                          |      | ­                                        |      | ­                                        |   | ­                                                     
|                                      |      |                                          |      |                                          |   |                                                       
|EXPENSES                              |      |                                          |      |                                          |   |                                                       
|                                      |      |                                          |      |                                          |   |                                                       
|General and administrative            |      | 48,407                                   |      | 3,650                                    |   | 171,382                                               
|Depreciation expense                  |      | 45                                       |      | ­                                        |   | 137                                                   
|Research and development              |      | --                                       |      | 9,398                                    |   | 45,059                                                
|Consulting fees                       |      | 5,518                                    |      | ­                                        |   | 33,490                                                
|Management fees (Note 4)              |      | 40,000                                   |      | 85,242                                   |   | 120,000                                               
|                                      |      |                                          |      |                                          |   |                                                       
|Total Expenses                        |      | 93,970                                   |      | 98,290                                   |   | 370,068                                               
|                                      |      |                                          |      |                                          |   |                                                       
|LOSS FROM OPERATIONS                  |      | (93,970)                                 |      | (98,290)                                 |   | (370,068)                                             
|                                      |      |                                          |      |                                          |   |                                                       
|OTHER INCOME (EXPENSE)                |      |                                          |      |                                          |   |                                                       
|                                      |      |                                          |      |                                          |   |                                                       
|(Loss) on investment in affiliate     |      | --                                       |      | --                                       |   | --                                                    
|(Loss) on sale of investments         |      | ­                                        |      | (48,309)                                 |   | ­                                                     
|Gain on sale of investments           |      | ­                                        |      | ­                                        |   | ­                                                     
|Unrealized gain (loss) on investments |      | (63,884)                                 |      | 35,332                                   |   | (553,258)                                             
|Interest income                       |      | ­                                        |      | 435                                      |   | 3                                                     
|Interest expense                      |      | (188)                                    |      | ­                                        |   | (339)                                                 
|                                      |      |                                          |      |                                          |   |                                                       
|Total Other Income (Expense)          |      | (64,072)                                 |      | (12,542)                                 |   | (553,594)                                             
|                                      |      |                                          |      |                                          |   |                                                       
|NET LOSS                              | $    | (158,042)                                | $    | (110,832)                                | $ | (923,662)                                             
|                                      |      |                                          |      |                                          |   |                                                       
|BASIC AND DILUTED LOSS PER

SHARE     | $    | (0.007)                                  | $    | (0.006)                                  | $ | (0.043)                                               
|WEIGHTED AVERAGE # NUMBER             |      |                                          |      |                                          |   |                                                       
|OF SHARES OUTSTANDING                 |      | 21,502,300                               |      | 18,523,267                               |   | 21,502,300                                            

See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Comprehensive Loss

(Unaudited)

|                                  |      | For the Three Months Ended
September 30, |      | For the Nine Months Ended
September 30, |   | From
Inception on
May 7, 1999
through
September
30, 2001
|--------------------------------- | ---- | ---------------------------------------- | ---- | --------------------------------------- | - | --------------------------------------------------------
|2001                              | 2000 | 2001                                     | 2000
|NET LOSS                          | $    | (158,042)                                | $    | (110,832)                               | $ | (923,662)                                               
|                                  |      |                                          |      |                                         |   |                                                         
|OTHER COMPREHENSIVE LOSS          |      |                                          |      |                                         |   |                                                         
|Cumulative translation adjustment |      | 5,933                                    |      | ­                                       |   | 4,716                                                   
|                                  |      |                                          |      |                                         |   |                                                         
|COMPREHENSIVE LOSS                | $    | (152,109)                                | $    | (110,832)                               | $ | (918,946)                                               

See accompanying summary of accounting policies and notes to the consolidated financial statements****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Stockholders' Equity (Deficit)

(Unaudited)

|                                                                                         | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage |   | Cumulative
Translation
Adjustment
|---------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------
|Balance, December 31, 2000                                                               | 21,502,300                            | $ | 1,717,232                                        | $ | (1,138,235)                      
|                                                                                         |                                       |   |                                                  |   |                                  
|Services contributed by officers of the Company (Note 4)                                 | ­                                     |   | 120,000                                          |   | --                               
|Compensation expense on options issued to consultants
(Note 3 (b))                       | ­                                     |   | 81,000                                           |   | --                               
|Compensation expense on options issued to employees,
directors and officers (Note 3 (b)) | ­                                     |   | 21,000                                           |   | --                               
|Cumulative translation adjustment                                                        | ­                                     |   | ­                                                |   | ­                                
|Net loss for the nine months ended September 30, 2001                                    | ­                                     |   | ­                                                |   | (923,662)                        
|                                                                                         |                                       |   |                                                  |   |                                  
|Balance at September 30, 2001                                                            | 21,502,300                            | $ | 1,939,232                                        | $ | (2,061,897)                      



See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Consolidated Interim Statements of Cash Flows

(Unaudited)

|                                                                            |      | For the Nine Months Ended

September  30, |   | From Inception on
May 7, 1999 through

September 30, 2001
|--------------------------------------------------------------------------- | ---- | ----------------------------------------- | - | ---------------------------------------------------------
|2001                                                                        | 2000
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |      |                                           |   |                                                          
|Net loss                                                                    | $    | (923,662)                                 | $ | (485,044)                                                
|Adjustments to reconcile net loss to net cash used by operating activities:
|Depreciation                                                                |      | 137                                       |   | ­                                                        
|Stock issued for services                                                   |      | ­                                         |   | ­                                                        
|Services contributed by officers (Note 4)                                   |      | 120,000                                   |   | 120,000                                                  
|Loss on sale of investments                                                 |      | ­                                         |   | 88,653                                                   
|Unrealized (gain) loss on securities                                        |      | 554,102                                   |   | 69,408                                                   
|Decrease in value of equity investment                                      |      | --­                                       |   | 2,569                                                    
|Compensation expense through                                                |      | 102,000                                   |   | ­                                                        
|Sale of marketable securities                                               |      | ­                                         |   | 77,332                                                   
|Purchase of marketable securities                                           |      | ­                                         |   | (302,745)                                                
|Changes in operating assets and liabilities:                                |      |                                           |   |                                                          
|(Increase) decrease in receivables                                          |      | 1,246                                     |   | (1,547)                                                  
|(Increase) decrease in prepaid expenses                                     |      | ­                                         |   | ­                                                        
|Increase (decrease) in accounts payable                                     |      | 33,265                                    |   | 52,474                                                   
|                                                                            |      |                                           |   |                                                          
|Net Cash Used by Operating Activities                                       |      | (112,912)                                 |   | (378,900)                                                
|                                                                            |      |                                           |   |                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |      |                                           |   |                                                          
|Due from related party (Note 1 (b))                                         |      | 16,257                                    |   | ­                                                        
|Advances (Note 1 (c))                                                       |      | (188,730)                                 |   | ­                                                        
|Investment in shares (Note 1 (d))                                           |      | (31,676)                                  |   | ­                                                        
|Purchase of property and equipment                                          |      | ­                                         |   | (2,600)                                                  
|Purchase of long-term investment                                            |      | ­                                         |   | ­                                                        
|Recapitalization                                                            |      | ­                                         |   | 374,584                                                  
|                                                                            |      |                                           |   |                                                          
|Net Cash Used by Investing Activities                                       |      | (204,149)                                 |   | 371,984                                                  
|                                                                            |      |                                           |   |                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |      |                                           |   |                                                          
|Due to related party (Note 1 (b))                                           |      | 317,627                                   |   | ­                                                        
|Issuance of common stock for cash                                           |      | ­                                         |   | ­                                                        
|                                                                            |      |                                           |   |                                                          
|Net Cash Provided by Financing Activities                                   |      | 317,627                                   |   | ­                                                        
|                                                                            |      |                                           |   |                                                          
|NET INCREASE (DECREASE) IN CASH                                             |      | 566                                       |   | (6,916)                                                  
|                                                                            |      |                                           |   |                                                          
|CASH AT BEGINNING OF PERIOD                                                 |      | 2,796                                     |   | 3,417                                                    
|                                                                            |      |                                           |   |                                                          
|CASH AT END OF PERIOD                                                       | $    | 3,362                                     | $ | (3,499)                                                  

See accompanying summary of accounting policies and notes to the consolidated financial statements

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated interim financial statements included herein have been prepared by the Company, without
audit, in accordance with accounting principles generally accepted in the United States and pursuant to the
rules and regulations of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction with the financial statements of Carmina
Technologies, Inc. (a development stage company) and its wholly-owned subsidiary Carmina Canada, Inc.
(formerly Rhonda Networks, Inc.) for the year ended December 31, 2000 and notes thereto included with the
Company's Annual report on Form 10-KSB, as amended.  The Company follows the same accounting
principles in preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

a.)  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at September 30,
2001.  The fair value of the Company's marketable securities is estimated based on quoted market prices for
those investments.  The fair value of Qnetix, Inc. marketable securities at September 30, 2001 was $9,186.

The Company also held 225,000 common shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.)
as trading securities at September 30, 2001. The fair value of Power Interactive Media Inc. marketable
securities at September 30, 2001 was $51,750.

Because the Company's marketable securities are classified as trading and reported at fair value, there is no
need to evaluate the securities for impairment

b.)  Due from (to) Related Party

Amounts are due from (to) a party related by virtue of being a shareholder of the Company.   These amounts
are unsecured, non-interest bearing with no terms of repayment.

c.)  Advances

Advances are to an unrelated company for which shares of the unrelated company will eventually be issued
for consideration.  The Company is in the process of negotiating the number of shares to be issued.  During
the nine month period ended September 30, 2001 the Company has advanced $190,053.  Subsequent to the
period end, the Company has not advanced any funds.  This investment will be accounted for at cost.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.)  Investment in Shares

In September 2001 the Company entered into an agreement to fund and thereby acquire an initial 40% interest
in Assured Performance Monitoring Inc. (APM).  Upon Carmina having contributed $63,351 APM shall issue
Carmina 125,000 shares of APM stock.  Additional shares will be issued upon subsequent contributions up to
the 40% share.   The Company has the right to increase its interest in APM by purchasing additional equity.
The investment will be accounted for by the equity method.  As at period end the Company has invested
$31,676.  Operations for APM commenced in September 2001, therefore there are no profits or losses of
record.

e.)  Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
which requires companies to record derivatives as assets or liabilities, measured at fair market value.  Gains or
losses resulting from changes in the values of those derivatives would be accounted for depending on the use of
the derivative and whether it qualifies for hedge accounting.  The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving offsetting changes in fair value or cash flows.  SFAS No.
133 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.  Historically, the Company has
not entered in derivative contracts for speculative purposes.  Accordingly, the adoption of the new standard on
January 1, 2001 did not materially affect the Company's consolidated financial statements.

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, *Business
Combinations* (SFAS 141)*,* and No. 142, *Goodwill and Other Intangible Assets* (SFAS 142)*.*SFAS 141 requires
the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing
recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance
in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all
goodwill and other intangible assets recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months
from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS 142.

Currently, the Company is assessing but has not yet determined how the adoption of SFAS 141 and SFAS 142
will impact its financial position and results of operations.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

e.)  Recent Accounting Pronouncements (continued)

In August 2001, the Financial Accounting Standards Board finalized FAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. FAS 144 addresses accounting and reporting for the impairment or disposal
of long-lived assets, including the disposal of a segment of business. FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged. We are currently reviewing the
impact of SFAS 144 on the Company, if any.

NOTE 2 - GOING CONCERN

The Company's consolidated interim financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient to cover its operating costs and
to allow it to continue as a going concern.  It is the intent of the Company to continue in the development and
marketing of its Linux based GateCommander server appliance, GateCommander Scout and its Smart-Home
technology.  Additionally, the Company intends to market support services for these products and to act as a
reseller for other products which it feels are complimentary to the Company's goals.  Management's plans to
continue as a going concern include (1) raising additional capital through sales of common stock, the proceeds
of which would be used to market and develop the existing software and related rights, hiring of administrative,
sales and marketing personnel and (2) the use of stock options to pay for employee compensation and
marketing services.

Additionally, during the third quarter of 2001 the Company entered into an agreement with Libaric Inspection
Technologies Inc. to fund and thereby acquire an initial 40% interest in Assured Performance Monitoring Inc.
(APM), which has acquired and intends to expand Libaric's Pest Assure pest control business and develop
other applications of the technology.  These applications will provide clients with planning/scheduling,
execution, monitoring, proof of delivery and reporting for service delivery primarily orientated towards field
services for which it is critical to monitor and confirm execution for financial, liability or regulatory reasons.
With the current heightened awareness of the need for security, APM is experiencing a receptive market for its
services.  The Company has the right to increase its interest in APM by purchasing additional equity.
However, management cannot provide any assurances that the Company will be successful in accomplishing
any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing
and attain profitable operations.  The accompanying interim financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 3 - WARRANTS AND OPTIONS

a.)  Warrants

Each warrant outstanding is exercisable for one common share, at an exercise price of $1 per warrant until

December 31, 2002.

A summary of the status of the Company's warrants as of December 31, 2001 and changes during the nine
months ending September 30, 2001 are presented below:

|                                         |  | Warrants  |   | Weighted
Average
Exercise
|---------------------------------------- |  | --------- | - | -------------------------
|Outstanding and exercisable at Sept. 30, |  | 1,000,000 | $ | 1.00                     

****

The warrants outstanding at period end were issued to a party related by virtue of being a shareholder in
conjunction with the 1,000,000 common shares issued on May 11, 2001.  The warrants that are vested at
September 30, 2001 are summarized as follows:

|               | Outstanding                           | Weighted
Average
Remaining
Contractual
Life | Exercisable                         
|-------------- | ------------------------------------- | ------------------------------------------- | ------------------------------------
|Exercise Price | Number
Outstanding at

Sept. 30, 2001 | Weighted
Average
Exercise
Price             | Number
Exercisable at
Sept. 30,
2001
|Range - $1.00  | 1,000,000                             | $1.00                                       | 1.25 years                          
|               | 1,000,000                             | $1.00                                       |                                     

b.)  Options

Employees, Directors, and Officers

The Company applies Accounting Principles Board ("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for all stock option plans.  Under APB Option 25,
compensation cost is recognized for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the company to
provide proforma information regarding net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined in accordance with the fair value
based method prescribed in SFAS No. 123.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 3 - WARRANTS AND OPTIONS

b.)  Options (continued)



A summary of the status of the Company's options issued to employees, directors and officers as of December
31, 2000 and changes during the nine months ending September 30, 2001 are presented below:

|                                | Options   |   | Weighted
Average
Exercise
Price |       | Weighted
Average
Grant Date
Fair Value
|------------------------------- | --------- | - | ------------------------------- | ----- | --------------------------------------
|Outstanding, December 31, 2000  | 840,000   | $ | 0.10                            | $     | 0.03                                  
|Granted                         | 400,000   |   | 0.50                            |       | 0.03                                  
|Expired/Cancelled               | ­         |   | ­                               |       | --                                    
|Exercised                       | --        |   | --                              |       | --                                    
|Outstanding, September 30, 2001 | 1,240,000 |   | 0.23                            |       | 0.03                                  
|Exercisable, September 30, 2001 | 520,000   | $ | 0.18                            | **$** | 0.03                                  

The options to employees, directors and officers that are vested at September 30, 2001 are summarized as
follows:

|               | Outstanding                           | Weighted
Average
Remaining
Contractual
Life | Exercisable                          
|-------------- | ------------------------------------- | ------------------------------------------- | -------------------------------------
|Exercise Price | Number
Outstanding at

Sept. 30, 2001 | Weighted
Average
Exercise Price             | Number
Exercisable at

Sept. 30, 2001
|Range - $0.10  | 840,000                               | $0.10                                       | 8.42 years                           
|Range - $0.50  | 400,000                               | $0.50                                       | 4.50 years                           
|               | 1,240,000                             | $0.23                                       |                                      

Compensation expense of $21,000 (2000 ­ $nil) has been recorded for options issued to directors based on
their fair value.  The Company estimates the fair value of each stock award by using the Black-Scholes option
pricing model using the following assumptions:  The U.S. Treasury rate for the period equal to the expected life
of the warrants (5.00% 10 year rate) was used as the risk-free interest rate.  The volatility used was 1% based
upon the historical price per share of shares sold.  There are no expected dividends.

During the period, no market existed for the shares as it has not been called for trading on the NASD bulletin
board.



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.)  Options (continued)

Consultants

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company to
record  compensation costs for the Company's stock option plans and other stock awards to consultants
determined in accordance with the fair value based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued to consultants as of December 31, 2000 and
changes during the nine months ending September 30, 2001 are presented below:

|                                  | Options |   | Weighted
Average
Exercise
Price |   | Weighted
Average
Grant Date
Fair Value
|--------------------------------- | ------- | - | ------------------------------- | - | --------------------------------------
|Outstanding at December 31, 2000  | 850,000 | $ | 0.19                            | $ | 0.03                                  
|Granted                           | ­       |   | ­                               |   | ­                                     
|Expired/Cancelled                 | ­       |   | ­                               |   | ­                                     
|Exercised                         | ­       |   | ­                               |   | ­                                     
|Outstanding at September 30, 2001 | 850,000 | $ | 0.19                            | $ | 0.03                                  
|Exercisable, September 30, 2001   | 425,000 | $ | 0.19                            | $ | 0.03                                  

The options to consultants that are vested at September 30, 2001 are summarized as follows:

|               | Outstanding                           | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ------------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding at

Sept. 30, 2001 |                                             | Weighted
Average
Exercise
Price
|Range - $0.10  | 650,000                               | $                                           | 0.10                           
|Range - $0.50  | 200,000                               |                                             | 0.50                           
|               | 850,000                               | $                                           | 0.19                           

During the period, nil (2000 - 850,000) options were granted.  Compensation expense of $81,000 (2000 ­
$147,000) has been recorded for options issued to consultants based on their fair value.  The Company
estimates the fair value of each stock award by using the Black-Scholes option pricing model using the
following assumptions:  The U.S. Treasury rate for the period equal to the expected life of the warrants (5.00%
10 year rate and 3.50% five year rate) was used as the risk-free interest rate.  The expected life of the options
is 8.4 years as they expire on February 8, 2010.  The volatility used was 1% based upon the historical price per
share of shares sold.  There are no expected dividends

During the period, no market existed for the shares as it has not been called for trading on the NASD bulletin
board.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

September 30, 2001

(Unaudited)

NOTE 4 - MANAGEMENT FEES

The Company has four officers which contribute about one half of their time to the Company.  The value of their
services is estimated at $40,000 per year for each officer.  For the nine months ended September 30, 2001 the
Company  has expensed $120,000 as management fees and showed the amount as services contributed to the
Company on the Consolidated Statement of Stockholders' Equity.

NOTE 5 ­ STATEMENT OF CASH FLOWS

|                                        |      | For the Nine Months Ended
September 30, |         | From Inception
on May 7,
1999 through
September 30,
2001
|--------------------------------------- | ---- | --------------------------------------- | ------- | --------------------------------------------------------
|2001                                    | 2000
|CASH PAID FOR:                          |      |                                         |         |                                                         
|Interest                                | $    | 339                                     | --      | $                                                       
|Income taxes                            | $    | --                                      | --      | $                                                       
|Common stock issued for investment      | $    | --                                      | 331,948 | $                                                       
|Common stock issued for note receivable | $    | --                                      | ­       | $                                                       
|Common stock issued for  services       | $    | --                                      | --      | $                                                       
|Services contributed by officers of the | $    | 120,000                                 | 120,000 | $                                                       
|Compensation expense on options issued  | $    | 86,000                                  | ­       | $                                                       

NOTE 6 - SUBSEQUENT EVENT

Subsequent to the period end, officers, directors, employees and/or consultants of the Company exercised
365,000 options at $0.10 per share.

**-----------------------------------------------------------------------------------**